Acquisition
9 Months Ended
Nov. 27, 2021
Acquisition  
Acquisition

2. Acquisition

​

On December 18, 2020, pursuant to that certain stock purchase agreement, dated as of October 7, 2020, by and between the Company and Bartell Drug Company (“Bartell”), the Company acquired Bartell (the “Acquisition”), a Washington corporation, for approximately $89,724 in cash, subject to certain customary post-closing working capital adjustments. The Company financed the Acquisition with borrowings under its Senior Secured Revolving Credit Facility together with cash on hand. Bartell operated 67 retail drug stores and one distribution center in the greater Seattle, Washington area. Bartell operated as a 100 percent owned subsidiary of the Company within its Retail Pharmacy segment.

​

The Company’s condensed consolidated financial statements for the thirteen and thirty-nine weeks ended November 27, 2021 include Bartell’s results of operations. The Company’s condensed consolidated financial statements at November 27, 2021 reflect the final purchase accounting adjustments in accordance with ASC 805 “Business Combinations”, whereby the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values on the Acquisition date.

​

The following allocation of the purchase price and the estimated transaction costs is final:

​

​

​

​

Final purchase price

​

Cash consideration

$

89,724

Total

 

89,724

Final purchase price allocation

​

​

Cash and cash equivalents

$

3,494

Accounts receivable

 

23,860

Inventories

​

67,745

Prepaid expenses and other current assets

​

1,857

Total current assets

​

96,956

Property and equipment

​

28,229

Operating lease right-of-use assets

​

143,651

Intangible assets(1)

​

68,700

Other assets

​

1,805

Total assets acquired

​

339,341

Accounts payable

​

24,166

Accrued salaries, wages and other current liabilities

​

20,335

Current portion of operating lease liabilities

​

24,617

Total current liabilities

​

69,118

Long-term operating lease liabilities

​

124,023

Other long-term liabilities

​

166

Total liabilities assumed

​

193,307

Deferred tax liabilities recorded on purchase

​

13,951

Net assets acquired

​

132,083

Bargain purchase gain

​

(42,359)

Total purchase price

$

89,724

(1)            Intangible assets are recorded at estimated fair value, as determined by management based on available information which includes a final valuation prepared by an independent third party. The fair values assigned to identifiable intangible assets were determined through the use of the income approach, specifically the relief from royalty and the multi-period excess earnings methods. The major assumptions used in arriving at the estimated identifiable intangible asset values included management’s final estimates of future cash flows, discounted at an appropriate rate of return which are based on the weighted average cost of capital for both the Company and other market participants, projected customer attrition rates, as well as applicable royalty rates for comparable assets. The useful

lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows. The estimated fair value of intangible assets and related useful lives as included in the final purchase price allocation include:

​

​

​

​

​

​

​

Estimated Fair Value

​

Estimated Useful Life
(In Years)

Prescription files

$

54,300

​

10

Tradename

 

14,400

​

Indefinite

Total

$

68,700

​

​

​

During the thirteen week period ended February 27, 2021, the Company recorded a gain on Bartell acquisition of $47,705 primarily due to fair value adjustments related to prescription files and the tradename compared to book values. During the thirteen week period ended November 27, 2021, in connection with determining its final purchase price allocation, the Company recorded a loss on Bartell acquisition of $5,346 primarily due to contract termination charges, inventory valuation adjustments and changes in deferred income taxes, resulting in a net bargain purchase gain of $42,359. The Company believes that the bargain purchase gain was primarily the result of the decision by the Bartell stockholders to sell their interests as Bartell had been experiencing increasing borrowings under its credit agreements to meet its operating needs and increasing net losses. The agreed upon purchase price reflected the fact the seller would have needed to incur further significant debt to cover the operating costs of Bartell, which would have required amendments to its credit arrangements. With the Company’s existing infrastructure, scale and expertise, the Company believes that it has access to the necessary synergies to allow necessary operational improvements to be implemented more efficiently than the seller was capable of.

​

During the thirteen and thirty-nine week periods ended November 27, 2021, acquisition costs of $3,642 and $12,119, respectively, were expensed as incurred. During the thirteen and thirty-nine week periods ended November 28, 2020, acquisition costs of $1,136 were expensed as incurred. The following unaudited pro forma combined financial data gives effect to the Acquisition as if it had occurred as of March 1, 2019.

​

The unaudited combined pro forma results do not include any incremental cost savings that may result from the integration. The adjustments are based on information available to the Company at this time. Accordingly, the adjustments are subject to change and the impact of such changes may be material.

​

The unaudited combined pro forma information is for informational purposes only. The pro forma information is not necessarily indicative of what the combined company’s results actually would have been had the Acquisition been completed as of the beginning of the periods as indicated. In addition, the unaudited pro forma information does not purport to project the future results of the combined company.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

November 27,

​

November 28,

​

November 27,

​

November 28,

​

​

2021

​

2020

​

2021

​

2020

​

    

(13 weeks)

    

(13 weeks)

    

(39 weeks)

    

(39 weeks)

​

​

Pro forma

​

Pro forma

​

Pro forma

​

Pro forma

Net revenues as reported

​

$

6,228,880

​

$

6,117,038

​

$

18,502,865

​

$

18,126,384

Supplemental Pro forma revenues

​

$

6,228,880

​

$

6,249,566

​

$

18,502,865

​

$

18,524,539

​

​

​

​

​

​

​

​

​

​

​

​

​

Net (loss) income as reported

​

$

(36,058)

​

$

4,324

​

$

(149,416)

​

$

(72,414)

Supplemental Pro forma net loss

​

$

(36,058)

​

$

(4,422)

​

$

(149,416)

​

$

(97,017)

​

​

​

​

​

​

​

​

​

​

​

​

​

​